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(805
ILCS 205/Pt. II heading)
PART II
NATURE OF A PARTNERSHIP
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(805
ILCS 205/6) (from Ch. 106 1/2, par. 6)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
6. Definition of partnership.
(1)
A partnership is an association of two or more persons to carry
on as co-owners a business for profit and includes for
all purposes of the laws of this State, a registered limited
liability partnership.
(2)
But any association formed under any other statute of this State,
or any statute adopted by authority, other than the authority
of this State, is not a partnership under this Act, unless such
association would have been a partnership in this State prior
to the adoption of this Act; but this Act shall apply to limited
partnerships except in so far as the statutes relating to such
partnerships are inconsistent herewith.
(Source: P.A.
88-573, eff. 8-11-94.)
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(805
ILCS 205/6.5)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
6.5. Prohibited name; locale misrepresentation.
(a)
A foreign partnership may not use an assumed or fictitious name
in the conduct of its business to intentionally misrepresent
the geographic origin or location of the partnership.
(b)
A person shall not advertise or cause to be listed in a telephone
directory an assumed or fictitious business name that intentionally
misrepresents where the business is actually located or operating
or falsely states that the business is located or operating in
the area covered by the telephone directory. This subsection
(b) does not apply to a telephone service provider or to the
publisher or distributor of a telephone service directory, unless
the conduct prescribed in this subsection (b) is on behalf of
that telephone service provider or that publisher or distributor.
This
subsection (b) does not apply to any foreign partnership that
has gross annual revenues in excess of $100,000,000.
(c)
A foreign partnership that violates this Section is guilty of
a petty offense and must be fined not less than $501 and not
more than $1,000. A foreign partnership is guilty of an additional
offense for each additional day in violation of this Section.
(Source: P.A.
91-906, eff. 1-1-01.)
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(805
ILCS 205/7) (from Ch. 106 1/2, par. 7)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
7. In determining whether a partnership exists, these rules
shall apply:
(1)
Except as provided by Section 16, persons who are not partners
as to each other are not partners as to third persons.
(2)
Joint tenancy, tenancy in common, tenancy by the entireties,
joint property, common property, or part ownership does not of
itself establish a partnership, whether such co-owners
do or do not share any profits made by the use of the property.
(3)
The sharing of gross returns does not of itself establish a partnership,
whether or not the persons sharing them have a joint or common
right or interest in any property from which the returns are
derived.
(4)
The receipt by a person of a share of the profits of a business
is prima facie evidence that he or she is a partner in the business,
but no such inference shall be drawn if such profits were received
in payment:
(a)
As a debt by installments or otherwise;
(b)
As wages of an employee or rent to a landlord;
(c)
As an annuity to a widow or widower or representative of a deceased
partner;
(d)
As interest on a loan, though the amount of payment vary with
the profits of the business;
(e)
As the consideration for the sale of the good-will of a
business or other property by installments or otherwise.
(Source: P.A.
80-1154.)
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(805
ILCS 205/7.1)
(Section
scheduled to be repealed on January 1,
2008)
Sec.
7.1. Merger of partnership and limited liability company.
(a)
Under a plan of merger approved under subsection (c) of this
Section, any one or more partnerships of this State may merge
with or into one or more limited liability companies of this
State, any other state or states of the United States, or the
District of Columbia, if the laws of the other state or states
or the District of Columbia permit the merger. The partnership
or partnerships and the limited liability company or companies
may merge with or into a partnership, which may be any one of
these partnerships, or they may merge with or into a limited
liability company, which may be any one of these limited liability
companies, which shall be a partnership or limited liability
company of this State, any other state of the United States,
or the District of Columbia, which permits the merger.
(b)
A plan of merger must set forth all of the following:
(1)
The name of each entity that is a party to the
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(2)
The name of the surviving entity into which the
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other
entities will merge.
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(3)
The type of organization of the surviving entity.
(4)
The terms and conditions of the merger.
(5)
The manner and basis for converting the
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interests
of each party to the merger into interests, obligations,
or other securities of the surviving entity, or into
money or other property in whole or in part.
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(6)
The street address of the surviving entity's
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principal
place of business.
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(c)
The plan of merger required by subsection (b) of this Section
must be approved by each party to the merger in accordance
with all of the following:
(1)
In the case of a partnership, by all of the
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partners
or by the number or percentage of the partners required
to approve a merger in the partnership agreement.
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(2)
In the case of a limited liability company, in
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accordance
with the terms of the limited liability company operating
agreement, if any, and in accordance with the laws
under which it was formed.
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(d)
After a plan of merger is approved and before the merger
takes effect, the plan may be amended or abandoned as provided
in the plan of merger.
(e)
If a partnership or partnerships are merging under this Section,
the partnership or partnerships and the limited liability company
or companies that are parties to the merger must sign the articles
of merger. The articles of merger shall be delivered to the Secretary
of State of this State for filing. The articles must set forth
all of the following:
(1)
The name of each partnership and the name and
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jurisdiction
of organization of each limited liability company
that is a party to the merger.
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(2)
That a plan of merger has been approved and
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signed
by each partnership and each limited liability company
that is a party to the merger.
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(3)
The name and address of the surviving
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partnership
or other surviving entity.
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(4)
The effective date of the merger.
(5)
If a party to the merger is a foreign limited
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liability
company, the jurisdiction and date of the filing
of its articles of organization and the date when
its application for authority was filed with the
Secretary of State of this State or, if an application
has not been filed, a statement to that effect.
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(6)
If the surviving entity is not a partnership or
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limited
liability company organized under the laws of this
State, an agreement that the surviving entity may
be served with process in this State and is subject
to liability in any action or proceeding for the
enforcement of any liability or obligation of any
partnership previously subject to suit in this State
that is to merge, and for the enforcement, as provided
in this Act, of the right of partners of any partnership
to receive payment for their interest against the
surviving entity.
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(f)
The merger is effective upon the filing of the articles of
merger with the Secretary of State of this State, or on a
later date as specified in the articles of merger not later
than 30 days subsequent to the filing of the plan of merger
under subsection (e) of this Section.
(g)
When any merger becomes effective under this Section:
(1)
the separate existence of each partnership and
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each
limited liability company that is a party to the
merger, other than the surviving entity, terminates;
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(2)
all property owned by each partnership and each
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limited
liability company that is a party to the merger vests
in the surviving entity;
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(3)
all debts, liabilities, and other obligations of
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each
partnership and each limited liability company that
is a party to the merger become the obligations of
the surviving entity;
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(4)
an action or proceeding by or against a
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partnership
or limited liability company that is a party to the
merger may be continued as if the merger had not
occurred or the surviving entity may be substituted
as a party to the action or proceeding; and
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(5)
except as prohibited by other law, all the
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rights,
privileges, immunities, powers, and purposes of each
partnership and limited liability company that is
a party to the merger vest in the surviving entity.
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(h)
The Secretary of State of this State is an agent for service
of process in an action or proceeding against the surviving
foreign entity to enforce an obligation of any party to a
merger if the surviving foreign entity fails to appoint or
maintain an agent designated for service of process in this
State or the agent for service of process cannot with reasonable
diligence be found at the designated office. Service is effected
under this subsection (h) at the earliest of:
(1)
the date the surviving entity receives the
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process
notice or demand;
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(2)
the date shown on the return receipt, if signed
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on
behalf of the surviving entity; or
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(3)
5 days after its deposit in the mail, if mailed
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postpaid
and correctly addressed.
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(i)
Service under subsection (h) of this Section shall be made
by the person instituting the action by doing all of the
following:
(1)
Serving on the Secretary of State of this State,
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or
on any employee having responsibility for administering
this Act in his or her office, a copy of the process,
notice, or demand, together with any papers required
by law to be delivered in connection with service
and paying the fee prescribed by Section 8.4 of this
Act.
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(2)
Transmitting notice of the service on the
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Secretary
of State of this State and a copy of the process,
notice, or demand and accompanying papers to the
surviving entity being served, by registered or certified
mail at the address set forth in the articles of
merger.
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(3)
Attaching an affidavit of compliance with this
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Section,
in substantially the form that the Secretary of State
of this State may by rule prescribe, to the process,
notice, or demand.
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(j)
Nothing contained in this Section shall limit or affect the
right to serve any process, notice, or demand required or
permitted by law to be served upon a partnership in any other
manner now or hereafter permitted by law.
(k)
The Secretary of State of this State shall keep, for a period of
5 years from the date of service, a record of all processes, notices,
and demands served upon him or her under this Section and shall
record the time of the service and the person's action with reference
to the service.
(l)
Except as provided by agreement with a person to whom a general
partner of a partnership is obligated, a merger of a partnership
that has become effective shall not affect any obligation or liability
existing at the time of the merger of a general partner of a partnership
that is merging.
(Source: P.A.
90-424, eff. 1-1-98.)
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(805
ILCS 205/7.2)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
7.2. Approval of conversion into a limited liability company.
A partnership may convert into a limited liability company organized,
formed, or created under the laws of this State, upon approval
of the conversion in accordance with this Section. If the partnership
agreement specifies the manner of approving a conversion of a
partnership, the conversion shall be approved as specified in
the partnership agreement. If the partnership agreement does
not specify the manner of approving a conversion of a partnership
and does not prohibit a conversion of the partnership, the conversion
shall be approved in the same manner as is specified in the partnership
agreement for approving a merger that involves a partnership
as a constituent party to the merger. If the partnership agreement
does not specify the manner of approving a merger that involves
the partnership as a constituent party or a conversion of a partnership
and does not prohibit a conversion of the partnership, the conversion
must be approved by all of the partners.
After
a conversion is approved, the partnership shall file articles
of organization in the Office of the Secretary of State in accordance
with subsection (d) of Section 37-10 of the Limited Liability
Company Act.
(Source: P.A.
90-424, eff. 1-1-98.)
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(805
ILCS 205/8) (from Ch. 106 1/2, par. 8)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
8. (1) All property originally brought into the partnership stock
or subsequently acquired, by purchase or otherwise, on account
of the partnership is partnership property.
(2)
Unless the contrary intention appears, property acquired with
partnership funds is partnership property.
(3)
Any estate in real property may be acquired in the partnership
name. Title so acquired can be conveyed only in the partnership
name.
(4)
A conveyance to a partnership in the partnership name, though
without words of inheritance, passes the entire estate of the
grantor unless a contrary intent appears.
(Source: Laws
1917, p. 625.)
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(805
ILCS 205/8.1)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
8.1. Registered limited liability partnerships.
(a)
To become and to continue as a registered limited liability partnership,
a partnership shall file with the Secretary of State an application
or a renewal application, as the case may be, stating the name
of the partnership; the federal employer identification number
of the partnership; the address of its principal office; the
address of a registered office and the name and address of a
registered agent for service of process in this State, which
the partnership is required to maintain; the number of partners;
a brief statement of the business in which the partnership engages;
and that the partnership thereby applies for status or renewal
of its status, as the case may be, as a registered limited liability
partnership; and if the partnership is organized as a registered
limited liability partnership under the laws of another state
or other foreign jurisdiction, a document or documents sufficient
under those laws to constitute official certification of current
status in good standing as a registered limited liability partnership
under the laws of that state or jurisdiction.
(b)
The application or renewal application shall be executed by a
majority in interest of the partners or by one or more partners
authorized to execute an application or renewal application.
(c)
The application or renewal application for a registered limited
liability partnership organized under the laws of this State
shall be accompanied by a fee of $100 for each partner, but in
no event shall the fee be less than $200 or exceed $5,000. The
application for a registered limited liability partnership organized
under the laws of another state or other foreign jurisdiction
shall be $500. The renewal application for a registered limited
liability partnership organized under the laws of another state
or other foreign jurisdiction shall be $300. All such fees shall
be deposited into the Division of Corporations Registered Limited
Liability Partnership Fund.
(d)
There is hereby created in the State treasury a special fund
to be known as the Division of Corporations Registered Limited
Liability Partnership Fund. Moneys deposited into the Fund shall,
subject to appropriation, be used by the Business Services Division
of the Office of the Secretary of State to administer the responsibilities
of the Secretary of State under this Act. The balance of the
Fund at the end of any fiscal year shall not exceed $200,000,
and any amount in excess thereof shall be transferred to the
General Revenue Fund.
(e)
The Secretary of State shall register as a registered limited
liability partnership, and shall renew the registration of any
registered limited liability partnership, any partnership that
submits a completed application or renewal application with the
required fee.
(f)
Registration is effective at the time the registration application
is filed with the Secretary of State or at any later time, not
more than 60 days after the filing of the registration application,
specified in the application, for one year after the date an
application is filed, unless voluntarily withdrawn by filing
with the Secretary of State a written withdrawal notice executed
by a majority in interest of the partners or by one or more partners
authorized to execute a withdrawal notice together with a filing
fee of $100. Registration, whether pursuant to an original application
or a renewal application, as a registered limited liability partnership
is renewed if, during the 60 day period preceding the date the
initial registration or renewed registration otherwise would
have expired, the partnership files with the Secretary of State
a renewal application. A renewed registration expires one year
after the date an original registration would have expired if
the last renewal of the registration had not occurred.
(g)
The status of a partnership as a registered limited liability
partnership shall not be affected by changes after the filing
of an application or a renewal application in the information
stated in the application or renewal application.
(h)
The Secretary of State shall provide forms for registration application,
renewal of registration, and voluntary withdrawal notice.
(Source: P.A.
92-33, eff. 7-1-01.)
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(805
ILCS 205/8.2)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
8.2. Name of registered limited liability partnership; misrepresentation.
(a)
The name of a registered limited liability partnership shall
contain the words "Registered Limited Liability Partnership" or
the abbreviation "L.L.P." or the designation "LLP" as
the last words or letters of its name.
(b)
A foreign partnership may not use an assumed or fictitious name
in the conduct of its business to intentionally misrepresent
the geographic origin or location of the partnership.
This
subsection (b) does not apply to any foreign limited liability
partnership that has gross annual revenues in excess of $100,000,000.
(c)
A person shall not advertise or cause to be listed in a telephone
directory an assumed or fictitious business name that intentionally
misrepresents where the business is actually located or operating
or falsely states that the business is located or operating in
the area covered by the telephone directory. This subsection
(c) does not apply to a telephone service provider or to the
publisher or distributor of a telephone service directory, unless
the conduct prescribed in this subsection (c) is on behalf of
that telephone service provider or that publisher or distributor.
This
subsection (c) does not apply to any foreign limited liability
partnership that has gross annual revenues in excess of $100,000,000.
(d)
A foreign limited liability partnership that violates this Section
is guilty of a petty offense and must be fined not less than
$501 and not more than $1,000. A foreign limited liability partnership
is guilty of an additional offense for each additional day in
violation of this Section.
(Source: P.A.
91-906, eff. 1-1-01.)
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(805
ILCS 205/8.3)
(Section
scheduled to be repealed on January 1, 2008)
Sec.
8.3. Applicability of Act to foreign and interstate commerce.
(a)
A partnership, including a registered limited liability partnership,
formed and existing under this Act, may conduct its business,
carry on its operations, and have and exercise the powers granted
by this Act in any state, territory, district, or possession
of the United States or in any foreign country.
(b)
It is the intent of the legislature that the legal existence
of registered limited liability partnerships formed and existing
under this Act be recognized outside the boundaries of this State
and that a registered limited liability partnership transacting
business outside this State and the laws of this State governing
registered limited liability partnerships be granted the protection
of full faith and credit under the Constitution of the United
States.
(c)
It is the policy of this State that the internal affairs of partnerships,
including registered limited liability partnerships, formed and
existing under this Act, including the liability of partners
for debt, obligations, and liabilities chargeable to partnerships,
shall be subject to and governed by the laws of this State.
(d)
The changes made to this Section by Public Act 88-683 apply
retroactively on and after August 11, 1994.
(Source: P.A.
88-573, eff. 8-11-94; 88-683, eff. 1-24-95;
88-691, eff. 1-24-95; 89-235, eff. 8-4-95.) | |
